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Catch a Falling Star
Catch a Falling Star is the forty-seventh episode of Ben 10: Ultimate Alien. Plot At a federal prison, Jennifer Nocturne appears for a routine visit to Carl Nesmith, who is now one of the prisoners. One of the guards asks to scan Jennifer, but she refuses and says she always gets to walk away easily at the airport, and so the guard lets her go. Another guard asks for her autograph. Then she enters the room, where she talks to Carl through a visitor window. Carl asks Jennifer if she brought what he told her. She says yes and places a disc-shaped bomb under the window. Jennifer then pretends to be angry at him and demands to get out of there immediately. After she gets into her limousine, the bomb explodes, freeing Carl. He then takes the keys from Jennifer's driver and they drive away, with Carl speaking of the return of Captain Nemesis. Meanwhile, Ben and Gwen do an investigation on Jennifer by going to her hometown and finding her mother, Mrs. Nocturne. There, she doesn't want to answer questions until Ben turns into one of his aliens. He reluctantly transforms into Humungousaur. Then Mrs. Nocturne demands that he "does something strong". After he lifts her trailer home, Gwen asks Mrs. Nocturne questions about Jennifer, who reveals that Jennifer got on a talk show and dropped out of high school when she was 14, after which she never returned home, and that her father had never been seen by her. Frustrated, Humongousaur drops the trailer home and transform back to Ben, and storms off claiming that coming there was a waste of time. Gwen asks for something of Jennifer's so she can track her, and is given her old doll. Ben and Gwen track Jennifer and Nesmith to a motel, where Ben transforms into Goop to go under the door and let them in. They enter, but find that no one is inside. Ben and Gwen split up, where Gwen goes and asks the manager, while Ben stays behind. He finds a Captain Nemesis glove in a drawer, before he is suddenly attacked by Nesmith. They fight, and Ben kicks off Nesmith, claiming that he was trying to make it a fair fight but, "you've gone and ruined it" because Nesmith takes up a piece of wood. Ben transforms into Clockwork, and uses his time-ray to age Nesmith's wood to dust. Jennifer then attacks Clockwork by surprise, shooting him in the arm with the Captain Nemesis glove that Ben had dropped. This breaks Clockwork's arm and causes him to shut down, allowing Nesmith and Jennifer to escape. Gwen finds Clockwork and manages to transform him back into Ben by hitting his Ultimatrix symbol. However, Ben's arm is now broken. Meanwhile, Jennifer (who has cut her hair and dyed it black so no one would recognize her), and Nesmith go to a veterinarian called Dr. Pervis to perform plastic surgery to get Nesmith's face changed so that no one would recognize him as Captain Nemesis. The scene then cuts back to Ben's car, with Gwen driving back from the emergency room with Ben's arm in a sling. Gwen then claims she called Kevin to show her how to hack to Jennifer Nocturne's phone records, and she sees that Jennifer wired money to a vet named Dr. Pervis. After Ben transforms into Swampfire and melts the door, they head to the back where they find Dr. Pervis in the freezer, dead. The scene then cuts to Jennifer and Nesmith (with his face bandages on) in a field with Jennifer trying to feed him. After Jennifer says that they should get out of the country, Nesmith claims that they can't because Ben will keep looking for him. After he tears off all his face and hand bandages, he then zaps and kills a person in a blue car that tried to help and see if they were okay. The scene then cuts to Ben and Gwen in Ben's car, with Ben driving despite his right arm still slung. Gwen then tried to track Jennifer via the doll that Mrs. Nocturne gave her, but she claims that Jennifer's aura is getting weaker because she might be "losing touch with herself". She also says that Jennifer may be suffering from Stockholm syndrome, which is where a victim starts to identify with their captor and starts to cope with the fact they are captured. After stopping at the crime scene where Nesmith killed the person who tried to help them earlier, Gwen finds a note from Nesmith, daring Ben to follow him. The scene then cuts to Nesmith and Jennifer breaking into the Nemesis Corporation office building, blasting every guard in sight with the Captain Nemesis glove. They walk into an elevator, and Nesmith presses a combo of elevator buttons to get to the secret basement floor, where they find a large Captain Nemesis mech suit. Ben and Gwen arrive soon after and find all the guards defeated. Gwen then uses the doll to track Jennifer to the basement, which they access by cutting a hole in the elevator. They hop down and quietly talk to Jennifer about helping her. She claims aloud that she loves Nesmith, who overhears them. After a brief fight between Gwen and Nesmith, Gwen gets injured by a blast, and Ben takes her to a corner of the basement to rest. Ben then tears off his sling and transforms into Eatle. He fights Nesmith, and is soon covered by a piles of metal debris via a shot that Nesmith took with his glove. Eatle eats the metal, then fires an energy beam that knocks Nesmith down. Eatle then grabs him by the arm and breaks the Captain Nemesis glove. Jennifer then surprises Eatle by getting into the Captain Nemesis mech suit and beating up Eatle until he transforms back into Ben. Before she can finish him off, Gwen sneak attacks Jennifer with a mana attack, and then uses two cables to shut down the suit. She falls out the suit injured, and Nesmith carries her in his arms. Gwen says that Jennifer needs to go to a hospital. Nesmith agrees and tells her to act like she got kidnapped against her will, and that he will be going back to prison. The episode ends with Nesmith walking out with Jennifer in his arms, with Ben and Gwen following. Noteworthy Events Major Events *Carl Nesmith (Captain Nemesis) returns. *Jennifer Nocturne is revealed to be suffering from Stockholm Syndrome and helps Carl Nesmith escape from prison. *Ben transforms into Clockwork for the first time on-screen. Characters *Ben Tennyson *Gwen Tennyson *Maureen Nocturne (first appearance) *Dr. Pervis (first appearance; death) Villains *Captain Nemesis *Jennifer Nocturne Aliens Used *Humungousaur *Goop *Clockwork (first appearance by Ben) *Swampfire *Eatle Naming and Translations Trivia *Eatle's transformation sequence is shown for the first time. *Carl Nesmith had changed his alias to Overlord prior to this episode, yet he is never referred to as such. *It is revealed that Kevin likes to work on the Rust Bucket 3 more than going out on missions, which is why he doesn't appear in this episode. **While he doesn't make an on-screen appearance, Kevin does take part in the mission in some capacity; Gwen mentions that he helped her hack into Jennifer's phone records. *When Ben's arm is still in a sling, his transformation as Swampfire reflects this, as shown by the thinner and twisted vines on his right arm. Category:Episodes Category:Ben 10: Ultimate Alien Episodes Category:Ben 10: Ultimate Alien Season Three Episodes Category:Episodes Written by Len Uhley Category:Episodes Directed by Butch Lukic